The Dreyfus Corporation
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
September 30, 2003
Mellon Bank, N.A.
Xxx Xxxxxx Xxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Re: Dreyfus Premier Stock Funds
Sub-Administration Agreement
Dear Sirs:
Pursuant to an Administration Agreement dated January 27, 2003
("Administration Agreement"), by and between The Dreyfus Corporation (the
"Administrator") and Dreyfus Premier Stock Funds ("Funds") on behalf of each
series of the Fund listed on Exhibit A hereto, the Administrator provides
certain administrative services for the Fund. The Administrator wishes to
engage Mellon Bank, N.A. ("Mellon"), a Massachusetts trust company, to
provide certain of such services pursuant tot eh Administrator's authority to
do so under the Administration Agreement.
Mellon will supply office facilities (which may be in your own offices), data
processing services, clerical, accounting and bookkeeping services, internal
executive and administrative services, and stationary office supplies;
prepare reports to the Fund's stockholders and reports to and filings with
the Securities and Exchange Commission; and calculate the daily net asset
value of the Fund's shares in accordance with the Fund's Declaration of Trust
and then-current registration statement.
Mellon shall exercise its best judgment in rendering to be provided
hereunder and the Administrator agrees as an inducement to your undertaking
the same that you shall not be liable hereunder for any error of judgment or
mistake of law for any loss suffered by the Fund, provided that nothing
herein shall be deemed to protect or purport to protect you against any
liability to the Fund or to its security holders to which you would otherwise
be subject by reason of willful malfeasance, bad faith or gross negligence in
the performance of your duties hereunder. The Fund is expressly made a third
party beneficiary of this Agreement with rights to the same extent as if it
had been a party hereto.
For providing the services specified herein, Mellon shall be compensated
by the Administrator on such basis as they shall agree from time to time.
Net asset value shall be computed on such days and at such time as
described in the Fund's then-current Prospectus and Statement of Additional
Information. The fee for the period from the date of this agreement to the
end of the month during which this agreement shall have been entered into
shall be pro-rated according to the proportion which such period bears to the
full monthly period, and upon any termination of this agreement before the
end of the any month, the fee for such part of a month shall be prorated
according to the portion which such period bears to the full monthly period
and shall be payable upon the date of termination of this Agreement.
The Administrator understands, and has disclosed to the Fund, that from
time to time Mellon's directors, officers, and employees may serve as
directors, trustees partners officers and employees of other corporations,
business trusts, partnerships and other entities (including other investment
companies). The Administrator also understands, and has disclosed to the
Fund, that Mellon or its affiliates may enter into administration or other
agreements with such other entities, and may act as administrator of various
investment companies and fiduciary or other managed accounts, and the
Administrator has no objection to your so acting. In addition, it is
understood that the persons employed by you to assist in the performance of
duties hereunder will not devote their full time to such service and nothing
contained herein shall be deemed to limit or restrict the right of you or the
right of any of your affiliates to engage in and devote time and attention to
other businesses or to render services of whatever kind or nature.
Any person, even though also your officer, director, partner, employee
or agent, who may be or become an officer, Board member, or employee of the
Fund, shall be deemed, when acting in the capacity of officer, Board member
or employee of the Fund, to be rendering such services to or acting solely
for the Fund and not as your officer, director, partner employee or agent or
one under your control or direction even though paid by you.
This Agreement shall continue until January 27, 2005 and thereafter
shall continue automatically for as long as the Administrator shall continue
to act as Administrator under the Administration Agreement. This Agreement
is terminable by either the Administrator or Mellon, without penalty, on 60
days' notice to the other party. This Agreement also will terminate
automatically in the event of its assignment, other than to an entity
controlled by or under common control with Mellon, all as defined by the 1940
Act.
If the foregoing is in accordance with your understanding, will you
kindly so indicate by signing and returning to us the enclosed copy hereof.
Very Truly Yours,
THE DREYFUS CORPORATION
By: __________________________
Accepted:
MELLON BANK, N.A.
By: __________________________
